BY-LAWS OF THE LEAWOOD HOMES ASSOCIATION
ADOPTED DECEMBER 7, 1938
ARTICLE I – MEMBERSHIP
Section 1. Subject to the approval of the Board of Directors, any person who has legal title of record to any lot or tract of land within the limits of the Leawood Homes Association District as it now exists, or may hereafter exist (as the term “district” is defined in the LEAWOOD HOMES ASSOCIATION Declaration) shall be eligible to membership in this association. Said instrument is filed of record in Book 22 Miscellaneous at page 571 in the office of the Register of Deeds of Johnson County, Kansas, at Olathe.
Section 2. In case legal title to any lot or tract of land in the District is held by a married woman, she may, if she prefers, designate in writing her husband as member in her stead, and he shall thereupon become eligible for membership, subject to the approval of the Board of Directors.
Section 3. In case legal title to any lot or tract of land in the District is held in any form of joint tenancy or tenancy in common, the owners thereof shall be eligible to membership but shall jointly have the right to cast only one vote for any candidate at any election or on any questions, or such owners may, if they prefer, designate in writing one of them as member in their stead, and he shall be thereupon eligible to memberships, subject to the approval of the Board of Directors.
Section 4. In case legal title to any lot or tract of land in the District is held by one or more minors, then their natural or legal guardian shall be eligible to membership, or if there be more than one such guardian, they shall jointly have the right to cast only one vote for any candidate at any election or on any question, or such guardians may, if they prefer, designate in writing one of them as member in their stead, and he shall thereupon become eligible to membership, subject to the approval of the Board of Directors.
Section 5. In case legal title to any lot or tract of land in the District is held by a corporation, then the Board of Directors of such corporation, or its president or its vice-president, may designate in writing one of its officers, members or employees as its member representative, who shall thereupon become eligible to membership, subject to the approval of the Board of Directors.
Section 6. Only owners of one or more tracts of land in this District, or their duly accredited representatives as herein provided, shall be eligible to membership in this Association. No member shall have the right to more than one vote for any candidate at any election or on any question, although he may own more than one tract of land.
Section 7. Membership in this Association may continue only during the ownership of any lot or tract of land in the District by the member or the person or party whom he represents, as herein provided.
Section 8. No fees or charges shall be made for the privilege of membership, beyond the charge of assessment as set forth in the LEAWOOD HOMES ASSOCIATION Declaration, which now affects the land in the District, which Declaration is dated Feb. 2, 1938, and is recorded in Book 22 of Miscellaneous at page 571, in the office of the Register of Deeds for Johnson County, at Olathe, Kansas, and amendments thereto.
Section 9. The Secretary shall keep a correct list of all members who are in good standing and entitled to vote, and their last known addresses. All members shall notify the Secretary of any change of address.
ARTICLE II – BOARD OF DIRECTORS
Section 1. The corporate powers of this Association shall be vested in the Board of five Directors, and three of this number shall constitute a quorum for the transaction of business at any meeting. All Directors shall be bona fide residents of the District, and members of the Association in good standing.
Section 2. Directors shall be elected annually by the members of the Association at an Association meeting, to serve for a period of two years from the regular Association meeting when the election occurs or should have occurred, and until their successors are duly elected and qualified.
Section 3. In case of vacancy in the office of a Director occurring between annual elections, the remaining Directors at a regular or a special meeting shall elect another member eligible to fill the vacancy for the unexpired term, who shall serve until a successor shall be duly elected and qualified.
Section 4. (a) The Board of Directors shall conduct, manage and control the property, affairs and business of the Association, and shall make all necessary rules and regulations for the guidance of officers and management of the affairs and business of the Association, not inconsistent with the laws of the State of Kansas or of the United States. They shall cause to be kept a complete record of all their acts and proceedings, and of the proceedings of the members. At each annual meeting of the members, they shall present a general condition of the Association. They shall always cause to be kept a complete record of the finances of the Association, showing all receipts and expenditures, assets and liabilities.
(b) The Board of Directors shall employ and discharge at will all agents, servants and employees of the Association, prescribe their duties, fix their compensation, fix the compensation, if any, of officers, and in their discretion, may require of any of them a bond or other security for fidelity, and faithful performance of their duties. It shall determine who shall sign and countersign al lchecks, drafts, and other papers and documents, except as otherwise provided for herein. They shal lvote on all applications for membership as herein before provided. It shall do and perform any other duties that may be prescribed for them by the members of this Association at any regular or special meeting. No officer of the Association shall ever receive compensation for services rendered the Association unless and until duly authorized by the Board of Directors.
ARTICLE III – OFFICERS AND THEIR DUTIES
Section 1. (a) The officers of this Association shall be a President, Vice-President, Secretary, Treasurer, and Assistant Secretary, who shall be elected by and hold office at the will of the Board of Directors. The Board of Directors may also, from time to time, name other or assistant officers who shall hold office at the will of the Board.
(b) The President and Vice-President shall at all times be Directors. It is not required that either the Secretary, Treasurer or Assistant Secretary shall be a Director or a member of the Association. On order of the Board of Directors the offices of Secretary and Treasurer may be held by the same person.
(c) The Board of Directors may appoint or remove any officers or employee at pleasure, and any vacancy caused by removal, resignation, death, cessation of membership in the Association for any cause whatever, may be filled by the Board of Directors as it may deem advantageous.
Section 2. The President shall preside over all meetings of the members and Directors, shall sign all instruments of writing to be executed by the corporation, and as he may be directed by the Board of Directors, and he shall perform such other duties as may be conferred upon him by the Board of Directors, but his authority shall be subject to the control and direction of the Board of Directors at all times.
Section 3. The duties of the Vice-President shall be to do and perform all the duties of the President in the absence or inability of the President.
Section 4. The duties of the Secretary and/or Assistant Secretary shall be to keep a permanent and complete record of all proceedings of each meeting of the Board of Directors and of the Association members, and to keep the officers of the Association informed of all such proceedings whenever called upon; to call special meetings of the Board of Directors and of the Association members whenever requested by the President or the Vice-President or a majority of the Board of Directors; to keep a list of all members of the Association and their addresses; and to do and perform all other duties that usually and properly pertain to the office of Secretary. In the case of failure, absence, inability or refusal of the Secretary to perform his duties, the President may appoint someone to act in his stead until the next meeting of the Board of Directors, and in such event the Secretary shall turn over to his successor in office all papers, records, books and other property belonging to the Association.
Section 5. The duties of the Treasurer shall be to receive and deposit in such bank or banks as the Board of Directors may from time to time direct all moneys belonging to the Association; to keep a true and detailed account of all moneys received and paid out; to make a financial report in writing at each annual meeting of the Association members, and at any special meeting of the Association members whenever he may be requested to do so, and to make such a report at any meeting of the Board of Directors whenever requested; to turn over to his successor in office all moneys, records, papers and other property then on hand belonging to the Association; and to do and perform all other duties that usually and property pertain to the office of Treasurer.
ARTICLE IV- ASSOCIATION MEETINGS
Section 1. The regular annual meeting of the members of the Association herein called the “Association Meeting” shall be held on the third Friday of January of each year, and at such place as may be fixed by the Board of Directors and set out in the notice of the meeting, provided however, that the Board shall have the right to fix any other time, either on or after said date of each year, by appropriate order entered on the minutes of the meeting of the Board of Directors of such time and place of meeting as fixed.
Special meetings of the members of the Association, herein called “Association Meeting,” may be held at any time on call of the Secretary, or the President, or (in case of his absence or inability) the Vice-President.
Section 2. The members of the Association shall be notified by the Secretary of Assistant Secretary, the President or Vice-President, by a printed or written notice mailed to the last known address of the members at least ten days before the date of the regular meeting, stating the time and place of the meeting. Special meetings may be called in like manner after five days notice, but any such notice shall designate the purpose of the meeting. In all cases the mailing of notice shall be considered as giving the notice required to be given; and notices need only be given to members appearing as such on the books of the Association.
Section 3. At any regular or special Association meeting, ten members shall constitute a quorum for the transaction of business, and a majority vote of those present shall be required to elect a Director or transact any other business.
If a quorum be not present, less than a quorum may adjourn any meeting from day to day until a quorum can be had, or until a day certain.
BOARD OF DIRECTORS MEETINGS
Section 4. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may designate. No notice of the regular meetings of the Board of Directors shall be required to be given.
Special meetings of the Board of Directors may be held at any time on call of the Secretary, or the President, or (in case of his absence or inability) by the Vice-President, by written notice mailed to the last known address of the Directors at least three days before the date of the meeting, stating the time, place and purpose of this meeting. The mailing of such notice shall be considered as giving the notice required to be given; or, a like written notice may be served personally upon the Directors at least one day before such meeting.
ARTICLE V - VOTING
Section 1. At all Association meetings each member shall have the right to vote in person or by proxy, but all proxies shall be in writing and shall be filed with the Secretary before the meeting. Each member shall have but one vote. All votes shall be by ballot unless waived by unanimous consent.
Section 2. No Director may vote by proxy at any directors’ meeting, and no director shall be permitted to vote at any Directors’ meeting unless present at such meeting.
ARTICLE VI – AMENDMENTS
These by-laws may be altered, amended, added to or repealed at any Association meeting by a two-thirds vote of those present, if there be a quorum, or at any Directors’ meeting by a three-fourths vote of those present, if there be a quorum. The above by-laws adopted this 7th day of December, 1938.